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PAP - Pangbourne Properties Limited - Notice of scheme meeting of Pangbourne
debenture Holders
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP
ISIN Code: ZAE000005252
("Pangbourne")
NOTICE OF SCHEME MEETING OF PANGBOURNE DEBENTURE HOLDERS
IN THE SOUTH GAUTENG HIGH COURT, JOHANNESBURG Case number: 2011/3424
In the ex parte application of:
PANGBOURNE PROPERTIES LIMITED Applicant
(Registration number 1987/002352/06)
1. Under authority of an Order of the South Gauteng High Court, Johannesburg
(the "Court") issued in the above matter on Tuesday, 1 February 2011, this
notice serves to convene a meeting (the "debenture holders` scheme meeting")
of the linked unitholders of the Applicant in their capacity as creditors of
the Applicant in respect of the debentures in the Applicant held by them
(other than Capital Property Fund, a portfolio in Capital Property Trust
Scheme ("the proposer")) who are recorded in the register of the Applicant as
such at 17:00 on Wednesday, 23 February 2011 (the "scheme members").
2. The debenture holders` scheme meeting will be held at 14:30 (or ten
minutes after the conclusion of the scheme meeting of the linked unitholders
of the Applicant in their capacity as shareholders of the Applicant, in
respect of the ordinary shares in the Applicant held by them, whichever is the
later) on Monday, 28 February 2011, at 3rd Floor, Rivonia Village, Rivonia
Boulevard, Rivonia, 2191. Mervyn Taback (or failing him, Lourens van Staden)
has been appointed by the Court as Chairman of the debenture holders` scheme
meeting and the Chairman`s address is 13 Eton Road, Parktown, 2193 (PO Box
3334, Houghton, 2041).
3. The purpose of the debenture holders` scheme meeting is to consider and,
if deemed fit, agree (with or without modification agreed to between the
proposer and the Applicant) to the scheme of arrangement (the "scheme")
proposed by the proposer between the Applicant and the scheme members in their
capacity as creditors of the Applicant in respect of the debentures in the
Applicant held by them. The object of the scheme is that, subject to the
fulfilment of certain conditions precedent which are stated in paragraph 5.2
of the scheme of arrangement contained in the circular to the Applicant`s
linked unitholders dated 3 February 2011 (the "circular"), the proposer will
acquire all of the linked units in the Applicant that it does not already own
from the Applicant`s linked unitholders (other than the proposer) who are
recorded in the register as such on the scheme consideration record date (as
referred to in the circular and which is expected to be Friday, 25 March 2011)
(the "scheme participants"). In terms of the scheme, the scheme participants
will receive 2.38 units in the proposer for every linked unit in the Applicant
held on the scheme consideration record date (rounded up or down to the
nearest whole number according to the rounding principle), save that scheme
participants holding 500 or less linked units in the Applicant on the scheme
consideration record date will be entitled to elect whether to receive a cash
consideration of R20.00 per linked unit in the Applicant held or 2.38 units
issued by the proposer for every linked unit in the Applicant held. In the
absence of an election as aforesaid, such scheme participants will be deemed
to have elected to receive the cash consideration.
4. Copies of the scheme, the Explanatory Statement in terms of sections
312(1)(a)(i) and 312(2) of the Companies Act, 1973 (Act 61 of 1973), as
amended (the "Act") which explains the scheme, the Valuation Statement in
terms of sections 312 (1)(a)(ii) and 312(2) of the Act, the Statement of the
interests of the directors and trustees in terms of sections 312(1)(a)(iii)
and 312(2) of the Act, the Additional Information required by the Securities
Regulation Panel, the relevant form of proxy and the Order of Court convening
the debenture holders` scheme meeting are included in the circular of which
this notice forms part and copies thereof may be inspected at and may, on
request, be obtained free of charge, during normal business hours for at least
two weeks prior to the date of the debenture holders` scheme meeting from the
registered office of the Applicant being 3rd Floor, Rivonia Village, Rivonia
Boulevard, Rivonia, 2191 or from the office of the Chairman, being 13 Eton
Road, Parktown, 2193 (PO Box 3334, Houghton, 2041) by any linked unitholder of
the Applicant.
5. Each scheme member who holds certificated linked units in the Applicant
("certificated scheme member") or who holds dematerialised linked units in the
Applicant through a Central Securities Depository Participant ("CSDP") and has
"own name" registration ("dematerialised own name scheme member"), may attend,
speak and vote in person at the debenture holders` scheme meeting or any
postponed or adjourned debenture holders` scheme meeting, or may appoint one
or more proxies (who need not be linked unitholders of the Applicant) to
attend, speak and vote at the debenture holders` scheme meeting in the place
of such certificated scheme member or dematerialised own name scheme member. A
form of proxy (white) for this purpose, for completion by certificated scheme
members and dematerialised own name scheme members only, is included in the
circular, which was posted to the linked unitholders of the Applicant at their
addresses as recorded in the register of certificated linked unitholders and
the sub-register of holders of dematerialised linked units of the Applicant
with "own name" registration as at the close of business on the date being not
more than four business days before the date of such posting. If more than one
person is appointed on a single form of proxy, then only one of those proxies
(in order of appointment) will be entitled to exercise that proxy. In the case
of joint certificated scheme members and joint dematerialised own name scheme
members, the vote of the senior certificated scheme member or senior
dematerialised own name scheme member (seniority will be determined by the
order in which the names of the joint certificated scheme members or joint
dematerialised own name scheme members appear in the Applicant`s register or
sub-register, as the case may be, of linked unitholders) who tenders a vote
(whether in person or by proxy) will be accepted to the exclusion of the
vote(s) of the other joint certificated scheme member(s) or joint
dematerialised own name scheme member(s).
6. Properly completed forms of proxy (white) must be lodged with or posted
to the transfer secretaries of the Applicant, Link Market Services South
Africa (Proprietary) Limited, 16th Floor, 11 Diagonal Street, Johannesburg,
2001 (PO Box 4844, Johannesburg, 2000) or sent by fax to 086 674 2450 to be
received by them by no later than 14:30 on Thursday, 24 February 2011, or
handed to the Chairman of the debenture holders` scheme meeting no later than
ten minutes before the debenture holders` scheme meeting or any postponed or
adjourned debenture holders` scheme meeting is due to commence or recommence.
Notwithstanding the aforegoing, the Chairman of the debenture holders` scheme
meeting may approve in his discretion the use of any other form of proxy.
7. Each person who holds a beneficial interest in dematerialised linked
units in the Applicant and who does not have "own name" registration
("dematerialised scheme member") may attend, speak and vote in person at the
debenture holders` scheme meeting or any postponed or adjourned debenture
holders` scheme meeting only if such dematerialised scheme member informs
his/her CSDP or broker timeously of his/her intention to attend and vote at
the debenture holders` scheme meeting or any postponed or adjourned debenture
holders` scheme meeting or be represented by proxy thereat in order for
his/her CSDP or broker to issue him/her with the necessary letter of
representation to do so. Should any dematerialised scheme member not wish to
attend the debenture holders` scheme meeting or any postponed or adjourned
debenture holders` scheme meeting in person, such dematerialised scheme member
should timeously provide his/her CSDP or broker with his/her voting
instructions in order for his/her CSDP or broker to vote in accordance with
his/her instruction at the debenture holders` scheme meeting or any postponed
or adjourned debenture holders` scheme meeting. The CSDP or broker will then
provide the transfer secretaries of the Applicant with a proxy form (white) in
respect of such individual dematerialised scheme members` instruction.
8. The Order of Court convening the debenture holders` scheme meeting
requires the Chairman to report on the debenture holders` scheme meeting to
the Court at 10:00, or as soon thereafter as counsel may be heard, on Tuesday,
8 March 2011. During normal business hours in the week preceding that date, a
free copy of the Chairman`s report to the Court will be available to any
scheme member at the Chairman`s office and the Applicant`s registered office
referred to in paragraph 4.
Mervyn Taback
Chairman of the debenture holders`scheme meeting
Date: 3 February 2011
Attorneys for Applicant
Deneys Reitz Inc.
(Registration number 1984/003385/21)
15 Alice Lane
Sandton, 2196
(PO Box 784903, Sandton, 2146)
Telephone number +27 11 685 8500
Facsimile number +27 11 301 3389
(Ref: Mr A G S Dixon)
Date: 03/02/2011 16:01:01 Supplied by www.sharenet.co.za
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